10.2  Second Amendment Agreement to Term Loan Agreement with First Union Bank of
      Connecticut.

                           SECOND AMENDMENT AGREEMENT

            AGREEMENT, dated as of October 16, 1997, to be effective as of June
30, 1997, among SEMICONDUCTOR PACKAGING MATERIALS CO., INC., a Delaware
corporation, ASP REALTY COMPANY, a Delaware corporation, AMERICAN SILICON
PRODUCTS, INC., a Delaware corporation, POLESE COMPANY, INC., a California
corporation, RETCONN INCORPORATED, a Connecticut corporation, SPM HOLDINGS
CORPORATION, a Delaware corporation, TYPE III, INC., a California corporation,
S.T. ELECTRONICS, INC. a California corporation and FIRST UNION BANK OF
CONNECTICUT, a Connecticut banking corporation.

                                   Background
                                   ----------

            A.    Capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement dated January 23, 1997,
between Semiconductor Packaging Materials Co., Inc. and First Union Bank of
Connecticut (as amended, modified or supplemented from time to time, the "Credit
Agreement")

            B.    The Borrower has requested that the Lender modify the Interest
Coverage Ratio contained in the Credit Agreement.

            C.    The Lender has agreed to the Borrower's and the Subsidiary
Guarantors' requests subject to the terms and conditions of this Agreement.

                                    Agreement
                                    ---------

            In consideration of the Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as follows:

1.    Modifications. All of the terms and provisions of the Credit Agreement
      shall remain in full force and effect except that Section 9.11 of the
      Credit Agreement is deleted and the following is substituted therefor:

      9.11 Interest Coverage Ratio. The Borrower, on a consolidated basis, shall
maintain: (a) as at March 31, 1997, computed for the period beginning on the
first day of the 1997 fiscal year and ending on March 31, 1997, an Interest
Coverage Ratio of not less than 3.75 to 1.00; and (b) as at June 30, 1997,
computed for the period beginning April 1, 1997 and ending on June 30, 1997, an
Interest Coverage Ratio of not less than 3.25 to 1.00; (c) as at September 30,
1997, computed for the period beginning July 1, 1997 and ending on September 30,
1997, an Interest Coverage Ratio of not less than 3.25 to 1.00; (d) as at
December 31, 1997 computed for the period beginning October 1, 1997 and ending
on December 31, 1997, an Interest Coverage Ratio of not less than 3.75 to 1.00;
(e) as at the end of each subsequent fiscal quarter, computed for the period
beginning on the first day of the fiscal year in which such quarter occurs and
ending on the last day of such fiscal quarter, an Interest Coverage Ratio of not
less than 4.00 to 1.00. 

2.    Conditions Precedent. The Lender's obligations under this Agreement are
      contingent upon the Lender's receipt of the following, all in form, scope
      and content acceptable to the Lender in its sole discretion:


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<PAGE>


      (a)   Amendment Agreement. This Agreement duly executed by the parties
            hereto;

      (b)   Deleted

      (c)   Legal Fees. Payment to the Lender of all legal fees and expenses
            incurred by the Lender in connection with this Agreement; and

      (e)   Other. Such other agreements and instruments as the Lender shall
            require.

3.    Reaffirmation By Borrower. The Borrower acknowledges and agrees, and
      reaffirms, that it is legally, validly and enforceably indebted to the
      Lender under the Notes without defense, counterclaim or offset, and that
      it is legally, validly and enforceably liable to the Lender for all costs
      and expenses of collection and attorneys' fees related to or in any way
      arising out of this Agreement, the Credit Agreement, the Notes and other
      Credit Documents. The Borrower hereby restates and agrees to be bound by
      all covenants contained in the Credit Agreement and the other Credit
      Documents and hereby reaffirms that all of the representations and
      warranties contained in the Credit Agreement remain true and correct in
      all material respects. The Borrower represents that except as set forth in
      the Credit Agreement, there are not pending or to the Borrower's knowledge
      threatened, legal proceedings to which the Borrower or any of the
      Subsidiary Guarantors is a party or which materially or adversely affect
      the transactions contemplated by this Agreement or the ability of the
      Borrower or any of the Subsidiary Guarantors to conduct its business. The
      Borrower acknowledges and represents that the resolutions of the Borrower
      dated January 23, 1997, remain in full force and effect and have not been
      amended, modified, rescinded or otherwise abrogated.

4.    Reaffirmation by the Subsidiary Guarantors. Each of the Subsidiary
      Guarantors acknowledges that each is legally and validly indebted to the
      Lender under the Subsidiary Guaranty of each without defense, counterclaim
      or offset. Each of the Subsidiary Guarantor affirms that the Subsidiary
      Guaranty of each remains in full force and effect and acknowledges that
      the Subsidiary Guaranty of each encompasses, without limitation, the
      amount of the Loan, as modified herein.

5.    Reaffirmation re: Collateral. The Borrower and the Subsidiary Guarantors
      reaffirm the liens, security interests and pledges encumbering the
      Security Agreement Collateral to secure the obligations of each
      thereunder.

6.    Other Representations by Borrower and Subsidiary Guarantors. The Borrower
      and the Subsidiary Guarantors each represents and confirms that (a) no
      Default or Event of Default has occurred and is continuing and that the
      Lender has not given its consent to or waived any Default or Event of
      Default and (b) the Credit Agreement and the other Credit Documents are in
      full force and effect and enforceable against the Borrower and the
      Subsidiary Guarantors in accordance with the terms thereof. The Borrower
      and the Subsidiary Guarantors each represents and confirms that as of the
      date hereof, each has no claim or defense (and the Borrower and the
      Subsidiary Guarantors each hereby waive every claim and defense) against
      the Lender arising out of or relating to the Credit Agreement and the
      other Credit Documents or the making, administration or enforcement of the
      Loans and the remedies provided for under the Credit Documents.


7.    No Waiver By Lender. The Borrower and the Subsidiary Guarantors each
      acknowledges that (a) by the execution by each of this Agreement, the
      Lender is not waiving any Default, whether now 


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<PAGE>


      existing or hereafter occurring, disclosed or undisclosed, by the Borrower
      under the Credit Documents and (b) the Lender reserves all rights and
      remedies available to it under the Credit Documents and otherwise.

8.    Miscellaneous.

      (d)   This Agreement may be executed by one or more of the parties to this
            Agreement on any number of separate counterparts (including by
            facsimile transmission), and all of said counterparts taken together
            shall be deemed to constitute one and the same instrument.

      (e)   This Agreement and the rights and the obligations of the parties
            hereunder shall be governed by, and construed in accordance with,
            the laws of the State of Connecticut.

      (f)   This Agreement shall be deemed a Credit Document under the Credit
            Agreement for all purposes.


                                       22
<PAGE>


      The parties have executed this agreement as of the date first written
above.


                                            SEMICONDUCTOR PACKAGING  
                                            MATERIALS CO., INC.
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                            
                                            
                                            ASP REALTY COMPANY
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Assistant Treasurer and
                                                         Assistant Secretary
                                            
                                            
                                            AMERICAN SILICON PRODUCTS, INC.
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Assistant Treasurer and
                                                         Assistant Secretary
                                            
                                            
                                            POLESE COMPANY, INC.
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                   ----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                            
                                            
                                            RETCONN INCORPORATED
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                            
                                            
                                            SPM HOLDINGS CORPORATION
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                            
                                            
                                            TYPE III, INC.
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary


                                       23
<PAGE>


                                            S.T. ELECTRONICS, INC.
                                            
                                               By: /s/ Andrew A. Lozyniak
                                                  -----------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                            
                                            
                                            FIRST UNION BANK OF CONNECTICUT
                                               By: /s/ Reyno A. Giallongo
                                                  -----------------------
                                                  Name: Reyno A. Giallongo
                                                  Title: Senior Vice President


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